The Dissolved Company's Unpaid Supplier
Falcon Ridge Trading LLC is a mainland limited liability company with three partners: Hamdan (55%), Saeed (30%), and Noor (15%). The memorandum of association was never published in the Official Gazette, and the company's capital was set at AED 150,000, of which only AED 60,000 was actually paid in. In March 2024 the company was dissolved by unanimous partner resolution and its trade licence was cancelled. In January 2025 a building-materials supplier, Gulf Stone, sued the company and all three partners personally for AED 900,000 in unpaid invoices. Hamdan argues that limited liability shields all partners, that the company no longer exists so it cannot be sued, and that in any event the claim is time-barred. Saeed argues that his exposure is capped at his 30% share. Noor says she was a silent partner who never signed contracts.
1. Assess whether Gulf Stone can recover from the partners personally, and on what legal basis.
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Limited liability is the default, but it is not absolute. Two independent routes matter here.
1. Non-publication of the MOA. Under the Commercial Companies Law, if the memorandum is not published in the Official Gazette the company's existence is not fully opposable to third parties, and partners may be held jointly liable toward third parties for the company's obligations. This is a strong argument for Gulf Stone.
2. Unpaid capital. Partners remain liable to the company (and, through it, to creditors) for the unpaid balance of their subscribed capital. Here AED 90,000 was never paid in. That amount is recoverable regardless of the shield.
3. Dissolution. Cancellation of the licence does not extinguish the company for winding-up purposes; it enters a liquidation phase and can be sued through its liquidator. Gulf Stone should have joined the liquidator, but the claim is not automatically void.
Practical conclusion: Hamdan's blanket shield argument fails. Saeed's 30% cap is wrong for the non-publication and unpaid-capital heads, which are joint rather than several in this posture. Noor's 'silent partner' defence is weak if she is registered in the MOA - registration, not signature, creates the exposure.
2. Evaluate the limitation defence and identify what Gulf Stone must prove to survive it.
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The limitation period for commercial obligations is generally 15 years, but shorter periods apply to certain claims (e.g., periodic and some commercial-supply claims). The invoices date from before March 2024 and suit was filed January 2025 - well within any plausible period.
Hamdan's defence therefore likely fails on the facts. Gulf Stone should nonetheless be ready to prove:
- the date each invoice fell due;
- any acknowledgement of debt by the company (which restarts time);
- that dissolution did not suspend the running of time.
Exam point: do not accept a limitation argument at face value - pin the claim's characterisation to the correct period and count from the due date, not the invoice date.